Kentucky Certificate of Authority / Keeping it valid
Penalties for lacking a Kentucky certificate of authority, and how one is revoked
A Kentucky certificate of authority can fail in two ways. An entity may work in Kentucky with none, at $2 a day and with the state's courts closed to it as plaintiff. Or an entity holding one may lose it, though only after the Secretary of State mails notice and sixty days pass with no cure. This page sets out both, with the statute behind each, and the appeal that follows a revocation.
Working without a certificate
KRS 14A.9-020 sets out five consequences in five subsections: no court proceedings, the same bar for successors and assignees, a stay a court may impose, the daily civil penalty, and a clause preserving the entity's acts. The charge accrues daily while the entity works here with no certificate, so half a year, 180 days, comes to $360 and a year to $730.
The five grounds for revocation, and the cure for each
| Ground | What cures it |
|---|---|
| The annual report is not delivered by its due date | Delivering the report |
| No registered office or agent in Kentucky for sixty days or more | Filing a statement that names an agent and office |
| A problem tied to KRS 14A.4-020, the rule on changing the office or agent | Complying with that rule |
| A signer knowingly delivered a false document, meaning it to be filed | Showing the ground does not exist, to the state's satisfaction |
| An authenticated home record shows the entity dissolved or merged away | Showing the ground does not exist, to the state's satisfaction |
The statute tells the entity to correct each ground or show that it does not exist.
The sixty-day period
Once the Secretary of State finds a ground, written notice goes out by first-class mail to the principal place of business. The entity has 60 days from the mailing to correct each ground or prove that it does not exist. Failing that, the Secretary of State can sign a certificate of revocation. It lists the grounds and gives an effective date, and the office files it and mails a copy. Authority ends on the date that certificate shows. Keeping the principal office address current matters, since the notice goes there.
What revocation changes
A revocation makes the Secretary of State the entity's registered agent for claims arising while it was authorized, with process mailed to the principal office address in the latest annual report or later communication. It does not end the authority of the registered agent. The entity can no longer transact business, and the daily penalty and the court bar apply again to any later Kentucky activity.
The appeal
A revocation can be appealed in the Franklin Circuit Court; the petition is due 30 days after the certificate of revocation is served. It petitions to set the revocation aside and attaches copies of its certificate of authority and the certificate of revocation. The court may summarily order the certificate reinstated or take other action it thinks proper, and its decision can be appealed as in other civil cases.
Getting back to authorized
A reinstatement packet is described in the state's FAQ and FastTrack links to reinstating a business. Tell us if your certificate has been revoked, and we look at the record before choosing between the two routes.
Notice by mail
Every step of the revocation process travels by post to the entity's principal place of business. An entity whose principal office is a forwarding address, or an old office nobody visits, can miss the notice and lose its sixty days without knowing. Treat the principal office address as seriously as the registered office.
Prevention is cheap
The $15 annual report, filed between January 1 to June 30, and a registered agent that stays in place are the two habits that avoid four of the five grounds in practice. The remaining ground is a knowingly false filing. See the annual report page and the agent page.
Penalty and revocation questions
Can the state revoke a certificate without warning?
No. Notice is mailed first, and 60 days are allowed to cure.
How is the daily penalty counted?
The charge is $2 per day of business without a certificate, so the total depends on the days worked.
What does revocation end?
The authority to transact business, on the effective date shown on the certificate of revocation.
Where is an appeal heard?
In the Franklin Circuit Court.
Our fee and the state's
Get my Kentucky certificate
+ $90 Kentucky fee
Our fee and Kentucky's $90 appear as separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Kentucky Certificate of Authority
- The Certificate of Authority (Foreign Business Entity) (Form FBE), completed from your answers
- The registered agent's written consent, gathered and attached
- A Kentucky registered agent and street office: ours, or the ones you already have
- The application submitted, the filed certificate returned to you, and your annual report window noted
- Renewal: after the first year, the agent service renews at $149 a year
Sources
- Kentucky Secretary of State, business filing fees
- Kentucky FastTrack, apply for a certificate of authority
- KRS 14A.6-010, annual report
- Kentucky Secretary of State, annual reports
- Kentucky Form FBE, certificate of authority for a foreign business entity
- KRS 14A.9-020, consequences of transacting business without authority
- KRS 14A.9-080, procedure for revocation
- KRS 14A.9-070, grounds for revocation
- KRS 14A.9-090, appeal from revocation
Ready for the certificate?
Tell us the entity type and the state that formed it, and we start the application.